I am a shareholder and a member of the recently formed shareholders’ group, Save Sirius. Save Sirius and its members, in this Formal Letter of Demand, call on the Sirius XM Board of Directors to:

Postpone the vote that is asking shareholders to consider the further dilution and increase of shares from 4.5 billion to 8 billion in the fully diluted float
Postpone the proposed reverse split ranging from 1 for 10 to 1 for 50.
In light of the abysmal stock performance and dire financial situation, we demand that all stock and other bonuses be suspended immediately until the return to these compensation plans would be commensurate with the concept of “performance based compensation”

Given the NASDAQ’s reprieve of delisting securities below a dollar, there is time for this board to convene an emergency meeting to consider other options, such as but not limited to, self-funding by shareholders. This will give the Corporation time and means to obtain the additional funding from a position of strength and not from a position of desperation.

We are calling on the board to indefinitely postpone the shareholder vote giving time for management and its shareholders to address any and all viable options to prevent the massive amounts of dilution being proposed by this board as well as the proposed reverse stock split. We demand the board grant a meeting with all interested parties to address alternatives that would be more in line with shareholders’ interests.

If the board continues with the scheduled vote, not meeting our demands, we will hold them in violation of their fiduciary duties and seek injunctive relief.

As the board is aware, there are (RICO) charges pending before a Federal Court in California that accuse this board and its executives of racketeering, breach of fiduciary duty as well as Sherman Act Violations.

The conspiracy to withhold and commercially introduce interoperable radios, to obtain control of all of the SDARS spectrum and to consummate the merger between XM and Sirius at any and all cost, without consideration of the impact on the corporation and its shareholders, gives us cause to deem this board not fit to make proper decisions on behalf of the shareholders.

c/o Board of Directors
November 5, 2008
Page 2

It is inconceivable that this board would lock their shareholders into the longest merger delay in history without having already obtained the proper financing. This board and CEO Mel Karmazin, publicly stated on multiple occasions that if this merger was not in the shareholders’ best interest and “did not make sense”, they would walk away. The fact that the promises made to the shareholders were breached and that this merger was consummated under what Mr. Karmazin called “toxic terms” has resulted in catastrophic losses (over 90%) in shareholder value. It should be noted that the “toxic terms”( included the issuance of 300 million shares of the Corporation stock to be given to the financiers of XM’s debt for the sole purpose of being sold short on the open market). It is clear that this board is self dealing and it has not fulfilled its fiduciary duty to shareholders.

This has been a well-orchestrated multi-year conspiracy to consolidate the SDARS spectrum which included willful violation of their licensing mandate as well as willful violation of their Joint Development Agreement. The final chapter in the conspiracy will be to privatize the combined entities thereby stealing it from its rightful owners, the shareholders.

Mr. Karmazin was brought out of retirement by Mr. Leon Black of Apollo, a member of the board. In a September 15th 2008 Wall Street Journal article written by Sarah McBride, she states,
"Given Sirius XM's low stock price, Mr. Karmazin said he would love to take the company private. But given the state of the credit markets, 'How do you find [the money] today?' If the company were generating positive cash flow, which he expects it to do for the full year in 2009, privatization would become much more feasible, he says."

Given Mr. Karmazin’s connection with Mr. Leon Black (founder of one of the largest private equity firms in the country), as well as comments made in his Wall Street Journal interview, it is obvious there are severe conflicts of interest between Mr. Karmazin, the board, and their shareholders. It is their goal to privatize this company that is completely adverse to their fiduciary responsibility to enhance shareholder value. To suggest privatization at these levels speaks for itself and the board should call for Mr. Karmazin’s resignation. We are asking those board members who have been complicit in this conspiracy, to step up and perform their fiduciary duty to we the shareholders, by seeking an orderly replacement of our CEO. We would like to take this opportunity to remind the board and executives of SiriusXM that they work for us. It is we, the shareholders, that own this company.

As stated above, if the board continues with the scheduled vote, not meeting our demands, we will hold them in violation of their fiduciary duties and seek injunctive relief. As time is of the essence, we expect a written response within five days from receipt of this letter. Your failure to respond accordingly will result in drafting of the required documents to seek a preliminary injunction.

It is a good letter and I agree with its premise, however, the group really needs to drop the interoperability talk. All of the other talking points are valid and could be proven, but the interoperability talk is off the point. Interoperability is an albatross hanging around Mr Harleib's neck. He needs to let the fights of the past go and proceed with the current case.

At this point, there is really no need for a vote. NASDAQ has suspended until late January and all indications would be that they will extend this deadline. NASDAQ is not looking to delist hundreds of companies in a bad economy. Perhaps they decide to permanently change listing criteria to remove the $1 requirement.

I feel sorry for any shareholder that attaches their name to such a letter.

500 shareholders... out of nearly 1 million holders? That's some serious accusations... and as soon as you sign your name to Hartleib's letter -- you've then become party to any countersuits... whether filed by the company, or by OTHER shareholders against you -- if you catch my drift.

I agree Homer. Without proof, you are pitting a group of shareholders with a loose cannon at the helm against a company with a team of lawyers. Any person joining the suit may want to protect themself in case Hartleib isn't being 100% truthful with you.

Agreed. This letter is a carefully crafted noose that Hartleib is purposely allowing other shareholders to place around their necks... it is stating that you buy in to Hartleib's claims hook, line and sinker -- and are willing to attach your name on that bet. It's stating that you want to go on the official record against Sirius and their lawyers with Hartleib's libelous claims.

Read these claims:

"This has been a well-orchestrated multi-year conspiracy to consolidate the SDARS spectrum which included willful violation of their licensing mandate as well as willful violation of their Joint Development Agreement. The final chapter in the conspiracy will be to privatize the combined entities thereby stealing it from its rightful owners, the shareholders."

"Given Mr. Karmazin’s connection with Mr. Leon Black (founder of one of the largest private equity firms in the country), as well as comments made in his Wall Street Journal interview, it is obvious there are severe conflicts of interest between Mr. Karmazin, the board, and their shareholders. It is their goal to privatize this company that is completely adverse to their fiduciary responsibility to enhance shareholder value. To suggest privatization at these levels speaks for itself and the board should call for Mr. Karmazin’s resignation."

Who in their right mind would be willing to attach their name to such unfounded claims?????

It's one thing to join a dissident shareholder group opposing the current management and/or to try and take over a company -- but it's another to attach your name to libelous claims that cannot be proven.

I've warned them and I've warned them... but as soon as you sign your name to this letter, you become a part of the public record and everyone will know who you are.

Then to make a threat of seeking injunctive relief if they don't agree to terms? They're basically forcing the company into their terms, or face lawsuits for unfounded claims... that's called extortion.

As I said, I feel sorry for anyone who signs and sends in this letter... that is, everyone except Hartleib. He deserves everything he has coming.

Homer,
You are one of the "smart guys" on this board and I agree with most things you say... but "nearly 1 million investors"??? I just don't see how that is even close to possible unless there are a bunch of 200-300 share holders offsetting people like me holding over 50k. Agree with everything else you say though and my name won't be attached to the suit either.

There are many small shareholders. Millions may be a bit much, but there are easily tens of thousands of investors.

Homer

Even if Hartleib had a case (which he really doesn't IMO), he needs evidence. Conspiracy theories do not win cases. Libelous claims are VERY easy to prove. If Hartleib's claims prove false, Sirius thanks you for the funds to pay off some debt. They will most certainly make an example of Hartleib if they have to. I had heard rumors of him working with the NAB to fight Sirius on the merger. I believe he filed to block the merger right after the merger. This IMO is a continuation of the case. He is using the fear of shareholders to help back HIS effort to get back HIS money.